Höegh LNG: Special General Meeting Notice – Proposed Amalgamation

Hamilton, Bermuda, 8 March 2021 - Notice is hereby given that a Special General Meeting of Höegh LNG Holdings Ltd. (the "Company") will be held at the Company's registered office at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on 30 March 2021 at 10:00 hours (Atlantic  Standard Time).

Reference is made to the stock exchange notice issued by the Company on 8 March 2021, regarding a recommended offer by Leif Höegh & Co. Ltd. (“LHC”) and Funds managed by Morgan Stanley Infrastructure Partners (“MSIP”) through a 50/50 joint venture, Larus Holding Limited (“JVCo”), to acquire the remaining issued and outstanding shares of the Company not currently owned by LHC or its affiliates, representing approximately 50.4% of the shares outstanding, by way of amalgamation between Larus Limited, a subsidiary of JVCo ("BidCo"), and the Company. All of the Company’s shares (other than those owned by LHC and its affiliates) will be cancelled for a consideration in cash of NOK 23.50 per share (the “Transaction”) pursuant to an amalgamation agreement between the Company and BidCo (the "Amalgamation Agreement"). Immediately following the completion of the Transaction, the amalgamated company would be wholly-owned by JVCo, and the common shares of Höegh LNG Holdings Ltd. will be delisted from the Oslo Stock Exchange. 

The share acquisition price of NOK 23.50 reflects a premium of approximately 36% to the closing share price on 5 March 2021 and 32% to 30-day volume-weighted average share price (VWAP). The Offer Price values the total share capital of the Company at approximately NOK 1,815 million.

The Board of Höegh LNG Holdings Ltd. has, based on a recommendation from a Special Board Committee, consisting of the non-executive, independent directors, after consultation with its independent legal and financial advisors, unanimously approved the Amalgamation Agreement and determined to recommend the unaffiliated shareholders of the Company to vote in favor of the Transaction. As part of this recommendation, the Special Board Committee has requested and received a fairness opinion from Fearnley Securities AS concluding that the offered price per share represents fair value for the shareholders. The Transaction is anticipated to close in the first half of 2021 and is subject to the approval of Höegh LNG Holdings Ltd.’s shareholders of the Amalgamation Agreement. The consent of 2/3 of the shares voted on the resolution at the general meeting is required for such approval, with the stake held by LHC counting towards the vote. Furthermore, the Transaction is subject to waivers of specific change of control and / or delisting provisions in relation to the Company’s outstanding bonds and certain credit agreements, as well as the satisfaction of other customary closing conditions, including that neither any material adverse change nor any material breach of the agreement between the Company and BidCo has occurred.

Please find attached the notice to the meeting with enclosures, including the board’s recommendation, form of proxy and attendance slip.

Proxy votes and attendance slips must be received by DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway, not later than 16:00 hours CET on 26 March 2021. 

Due to the COVID-19 pandemic and associated uncertainty with normal mail operations, shareholders are urged to e-mail scanned copies of their proxies to vote@dnb.no before the deadline.

The notice is made available on the Company's website www.hoeghlng.com.

The notice will also be sent by e-mail to those shareholders who have accepted electronic communication and by ordinary mail (without the enclosures) to other shareholders.

This information is subject to the disclosure requirements pursuant to sections 4.2.4 and 4.6.2 of Euronext Oslo Rule Book II.

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Contacts: 

Sveinung J. S. Støhle, President and Chief Executive Officer, Telephone +47 975 57 402 
Håvard Furu, Chief Financial Officer, Telephone +47 991 23 443
Knut Johan Arnholdt, VP IR and Strategy, Telephone +47 922 59 131

About Höegh LNG: 

Höegh LNG operates world-wide with a leading position as owner and operator of floating LNG import terminals; floating storage and regasification units (FSRUs), and is one of the most experienced operators of LNG Carriers (LNGCs). Höegh LNG’s Vision is “Enabling the transition to Clean Energy”. The company is publicly listed on the Oslo stock exchange under the ticker: “HLNG”, and owns approximately 46% of Höegh LNG Partners LP (NYSE:”HMLP”). Höegh LNG is a Bermuda based company with established presence in Norway, Singapore, the UK, USA, China, Indonesia, Lithuania, Egypt, Colombia and the Philippines. The group employs approximately 190 office staff and 670 seafarers. Please see: www.hoeghlng.com